SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gellein Raymond L JR

(Last)

(First)

(Middle)

STARWOOD HOTELS & RESORTS WORLDWIDE, INC

1111 WESTCHESTER AVENUE

(Street)

WHITE PLAINS

10604

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2006

3. Issuer Name and Ticker or Trading Symbol
STARWOOD HOTEL & RESORTS WORLDWIDE INC [ HOT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Chairman & CEO of SVO, Inc.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Shares⁽¹⁾	35,803	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to Purchase Shares	⁽²⁾	10/02/2010	Shares⁽¹⁾	25,000	$31.25	D
Options to Purchase Shares	⁽³⁾	02/07/2011	Shares⁽¹⁾	63,667	$37.84	D
Options to Purchase Shares	⁽⁴⁾	10/01/2011	Shares⁽¹⁾	12,500	$22	D
Options to Purchase Shares	⁽⁵⁾	02/15/2012	Shares⁽¹⁾	45,000	$34.58	D
Options to Purchase Shares	⁽⁶⁾	10/01/2010	Shares⁽¹⁾	18,750	$22.505	D
Options to Purchase Shares	⁽⁷⁾	12/23/2010	Shares⁽¹⁾	60,000	$24.88	D
Options to Purchase Shares	⁽⁸⁾	10/01/2011	Shares⁽¹⁾	25,000	$35.42	D
Options to Purchase Shares	⁽⁹⁾	02/18/2012	Shares⁽¹⁾	100,000	$38.745	D
Options to Purchase Shares	⁽¹⁰⁾	02/10/2013	Shares⁽¹⁾	62,500	$59.135	D

Explanation of Responses:

1. Each holder of shares of common stock ("Corporation Shares") of Starwood Hotels & Resorts Worldwide, Inc. ("Starwood") owns an equivalent number of Class B shares of beneficial interest ("Trust Shares") of Starwood Hotels & Resorts, a real estate investment trust and subsidiary of Starwood. Corporation Shares and Trust Shares may be held and traded only in units consisting of one Corporation Share and one Trust Share ("Shares")

2. This option grant was granted to the Reporting Person on 10/02/2000 pusuant to Starwood's 1999 Long Term Incentive Plan and vested in four equal annual installments.

3. This option grant was granted to the Reporting Person on 02/07/2001 pursuant to Starwood's 1999 Long Term Incentive Plan and vested in four equal annual installments.

4. This option grant was granted to the Reporting Person on 10/01/2001 pursuant to Starwood's 1999 Long Term Incentive Plan and vested in four equal annual installments.

5. This option grant was granted to the Reporting Person on 02/15/2002 pursuant to Starwood's 1999 Long Term Incentive Plan and vested in four equal annual installments.

6. This option grant was granted to the Reporting Person on 10/01/2002 pursuant to Starwood's 2002 Long Term Incentive Plan. This option grant vests in four equal annual installments.

7. This option grant was granted to the Reporting Person on 12/23/2002 pursuant to Starwood's 2002 Long Term Incentive Plan. This option grant vests in four equal annual installments.

8. This option grant was granted to the Reporting Person on 10/01/2003 pursuant to Starwood's 2002 Long Term Incentive Plan. This option grant vests in four equal annual installments.

9. This option grant was granted to the Reporting Person on 02/18/2004 pursuant to Starwood's 2002 Long Term Incentive Plan. This option grant vests in four equal annual installments.

10. This option grant was granted to the Reporting Person on 02/10/2005 pursuant to Starwood's 2004 Long Term Incentive Plan. This option grant vests in four equal annual installments.

Remarks:

	Michael Dojlidko, Attorney-in-Fact	02/16/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.